SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

GABLES RESIDENTIAL TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
2

GABLES RESIDENTIAL TRUST

2859 PACES FERRY ROAD
OVERLOOK III, SUITE 1450
ATLANTA, GEORGIA 30339
--------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 25, 1999
-------------------------

NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Shareholders
(the "Annual Meeting") of Gables Residential Trust (the "Company") will be held
on Tuesday, May 25, 1999 at 9:00 a.m. at the Vinings Club located in the office
building of the Company's headquarters at 2859 Paces Ferry Road, Atlanta,
Georgia 30339 for the following purposes:

1. To elect three Class II Trustees of the Company to
serve until the 2002 Annual Meeting of Shareholders and until their
respective successors are duly elected and qualified; and

2. To consider and act upon any other matters that may
properly be brought before the Annual Meeting and at any adjournments
or postponements thereof.

Any action may be taken on the foregoing matters at the Annual Meeting
on the date specified above, or on any date or dates to which, by original or
later adjournment, the Annual Meeting may be adjourned, or to which the Annual
Meeting may be postponed.

The Board of Trustees has fixed the close of business on March 18, 1999
as the record date for determining the shareholders entitled to notice of and to
vote at the Annual Meeting and at any adjournments or postponements thereof.
Only shareholders of record of the Company's common shares of beneficial
interest, par value $.01 per share, at the close of business on that date will
be entitled to notice of and to vote at the Annual Meeting and at any
adjournments or postponements thereof.

You are requested to fill in and sign the enclosed form of proxy, which
is being solicited by the Board of Trustees, and to mail it promptly in the
enclosed postage-prepaid envelope. Any proxy may be revoked by delivery of a
later dated proxy. Shareholders of record who attend the Annual Meeting may vote
in person, even if they have previously delivered a signed proxy.

By Order of the Board of Trustees

MARVIN R. BANKS, JR.
Secretary

Atlanta, Georgia
April 12, 1999

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID ENVELOPE
PROVIDED. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH,
EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.

GABLES RESIDENTIAL TRUST

2859 PACES FERRY ROAD
OVERLOOK III, SUITE 1450
ATLANTA, GEORGIA 30339
--------------------------

PROXY STATEMENT
--------------------------

FOR 1999 ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 25, 1999
April 12, 1999

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of Gables Residential Trust (the "Company")
for use at the 1999 Annual Meeting of Shareholders of the Company to be held on
Tuesday, May 25, 1999, and at any adjournments or postponements thereof (the
"Annual Meeting"). At the Annual Meeting, shareholders will be asked to vote
upon the election of three Class II Trustees of the Company and to act upon any
other matters properly brought before them.

This Proxy Statement and the accompanying Notice of Annual Meeting and
Proxy Card are first being sent to shareholders on or about April 12, 1999. The
Board of Trustees has fixed the close of business on March 18, 1999 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Annual Meeting (the "Record Date"). Only shareholders of record of
the Company's common shares of beneficial interest, par value $.01 per share
("Common Shares"), at the close of business on the Record Date will be entitled
to notice of and to vote at the Annual Meeting. As of the Record Date, there
were 26,361,558 Common Shares outstanding and entitled to vote at the Annual
Meeting. Holders of Common Shares outstanding as of the close of business on the
Record Date will be entitled to one vote for each share held by them.

The presence, in person or by proxy, of holders of at least a majority
of the total number of outstanding Common Shares entitled to vote is necessary
to constitute a quorum for the transaction of business at the Annual Meeting.
Both abstentions and broker non-votes (as defined below) will be counted in
determining the presence of a quorum. A plurality of votes cast shall be
sufficient for the election of trustees. Abstentions and broker non-votes will
be disregarded in determining the "votes cast" for purposes of electing trustees
and will not affect the election of the candidates receiving a plurality of
votes. A broker "non-vote" is a proxy from a broker or other nominee indicating
that such person has not received instructions from the beneficial owner or
other person entitled to vote the shares which are the subject of the proxy on a
particular matter with respect to which the broker or other nominee does not
have discretionary voting power.

SHAREHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, SIGN, DATE AND
PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. SHARES REPRESENTED BY A PROPERLY EXECUTED PROXY RECEIVED PRIOR TO THE
VOTE AT THE ANNUAL MEETING AND NOT REVOKED WILL BE VOTED AT THE ANNUAL MEETING
AS DIRECTED ON THE PROXY. IF A PROPERLY EXECUTED PROXY IS SUBMITTED AND NO
INSTRUCTIONS ARE GIVEN, THE PROXY WILL BE VOTED FOR THE ELECTION OF THE THREE
NOMINEES FOR CLASS II TRUSTEES OF THE COMPANY NAMED IN THIS PROXY STATEMENT. IT
IS NOT ANTICIPATED THAT ANY MATTERS OTHER THAN THOSE SET FORTH IN THE PROXY
STATEMENT WILL BE PRESENTED AT THE ANNUAL MEETING. IF OTHER MATTERS ARE
PRESENTED, PROXIES WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE PROXY
HOLDERS.

A shareholder of record may revoke a proxy at any time before it has
been exercised by filing a written revocation with the Secretary of the Company
at the address of the Company set forth above; by filing a duly executed proxy
bearing a later date; or by appearing in person and voting by ballot at the
Annual Meeting. Any shareholder of record as of the Record Date attending the
Annual Meeting may vote in person whether or not a proxy has been previously
given, but the presence (without further action) of a shareholder at the Annual
Meeting will not constitute revocation of a previously given proxy.

The Company's 1998 Annual Report, including financial statements for
the fiscal year ended December 31, 1998, is being mailed to shareholders
concurrently with this Proxy Statement. The Annual Report, however, is not part
of the proxy solicitation material. A copy of the Company's annual report to the
Securities and Exchange Commission on Form 10-K may also be obtained by writing
to the Secretary of the Company.

PROPOSAL 1: ELECTION OF TRUSTEES

INTRODUCTION

The Board of Trustees of the Company consists of seven members who are
divided into three classes. At the Annual Meeting, three Class II Trustees will
be elected to serve until the 2002 Annual Meeting and until their successors are
duly elected and qualified. The Board of Trustees has nominated John W.
McIntyre, D. Raymond Riddle and Chris D. Wheeler to serve as Class II Trustees
(the "Nominees"). Each of the Nominees is currently serving as a trustee of the
Company. The Board of Trustees anticipates that each of the Nominees will serve,
if elected, as a trustee. However, if any person nominated by the Board of
Trustees is unable to accept election, the proxies will be voted for the
election of such other person or persons as the Board of Trustees may recommend.
The Board of Trustees will consider a nominee for election to the Board of
Trustees recommended by a shareholder of record if the shareholder submits the
nomination in compliance with the requirements of the Company's Second Amended
and Restated Bylaws (the "Bylaws"). See "Other Matters -- Shareholder Proposals"
for a summary of these requirements.

RECOMMENDATION

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE NOMINEES.

INFORMATION REGARDING NOMINEES, OTHER TRUSTEES AND EXECUTIVE OFFICERS

The following biographical descriptions set forth certain information with
respect to the three Nominees for election as trustees at the Annual Meeting,
each trustee who is not up for election and the executive officers who are not
trustees, based on information furnished to the Company by each trustee and
officer. Prior to the Company's initial public offering in January, 1994 (the
"IPO"), each executive officer (other than Mr. Wheeler) was associated in the
capacities described below with one of the Atlanta, Houston or Dallas Divisions
of Trammell Crow Residential, which Divisions, collectively, were the
predecessor to the Company (the "Predecessor"). The following information is as
of February 28, 1999.

Nominees for Election as Trustees - Term Expiring 2002

JOHN W. MCINTYRE. Mr. McIntyre is a trustee of the Company. Mr.
McIntyre is former vice chairman of the board of directors of Citizens and
Southern Corporation, a bank holding company, and former chairman of the board
of directors and CEO of Citizens and Southern Georgia Corporation and Citizens
and Southern National Bank. Mr. McIntyre is a director or trustee of a number of
organizations, including the Invesco Global Health Science Fund, the Invesco
Mutual Funds and affiliated entities, and the Kaiser Foundation Health Plan of
Georgia. Mr. McIntyre received his bachelor's degree in business administration
from Emory University School of Business, and attended the Business Executive
Management Program at Stanford University Graduate School of Business. He is 68
years old.

D. RAYMOND RIDDLE. Mr. Riddle is a trustee of the Company. Mr. Riddle
is a retired chairman of the board and Chief Executive Officer of National
Service Industries, Inc., a diversified manufacturing and service company. Mr.
Riddle served in an executive capacity with National Service Industries, Inc.
from January, 1993 until his retirement in February, 1996. Prior to that, Mr.
Riddle served as President and Chief Executive Officer of Wachovia Bank of
Georgia, N.A. and of Wachovia Corporation of Georgia, the parent of Wachovia
Bank of Georgia, N.A. Mr. Riddle was employed by these organizations for more
than five years. He serves as a director of AMC, Inc., Atlanta Gas Light
Company, Atlantic American Corporation, Equifax, Inc., and Munich American
Reassurance Company. He is 65 years old.

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CHRIS D. WHEELER. Mr. Wheeler has served as a trustee and as Senior
Vice President of the Company since the April 1, 1998 consummation of the
Company's acquisition of the business and properties of Trammell Crow
Residential's South Florida operations. He previously served as Group Managing
Partner responsible for all Trammell Crow Residential multifamily residential
development and management in South Florida, the South Central United States and
the Mid-Atlantic and Northeast United States. Mr. Wheeler has had 16 years of
real estate experience with various Trammell Crow entities. Mr. Wheeler
graduated with honors in 1978 from the California Institute of Technology with a
major in applied physics. He received his master of business administration from
Harvard Graduate School of Business in 1980. He is 42 years old.

Incumbent Trustees - Term Expiring 2000

JOHN T. RIPPEL. Mr. Rippel is currently a trustee, President and Chief
Operating Officer of the Company. Prior to becoming President and Chief
Operating Officer in December, 1995, Mr. Rippel served as Senior Vice President,
responsible for the development and acquisition of multifamily properties in
Houston, San Antonio and Austin. Mr. Rippel joined the Company's Predecessor in
1982 as the chief financial officer for the Predecessor's start-up operation in
Houston and later led the expansion of the organization into the Southwestern
United States. Prior to joining the Company's Predecessor, Mr. Rippel was a CPA
with Kenneth Leventhal Company, a national public accounting firm recognized for
its expertise in the real estate industry. Mr. Rippel is a graduate of The
University of Texas at Austin where he received a bachelor's degree in
accounting. He is 44 years old. On March 18, 1999, Mr. Rippel announced his
resignation as President and Chief Operating Officer of the Company, effective
in May, 1999. Following Mr. Rippel's resignation and until a successor is
appointed, Marcus E. Bromley, Chairman and Chief Executive Officer of the
Company, will oversee the Company's property operations.

LAURALEE E. MARTIN. Ms. Martin is a trustee of the Company. Since 1996,
Ms. Martin has served as chief financial officer of Heller Financial Inc., an
international commercial finance company. Ms. Martin reports directly to the
chairman and oversees the treasury operations, tax, asset distribution and
controllership functions. From 1993 to 1996, Ms. Martin served as Senior Group
President of Heller. Prior to joining Heller Financial Inc., she held various
positions at General Electric Credit Corporation, including president, General
Electric Mortgage, and manager of Construction Lending Operations. Ms. Martin
received her master of business administration from the University of
Connecticut and her bachelor's degree from Oregon State University. She is 48
years old.

Incumbent Trustees - Term Expiring 2001

MARCUS E. BROMLEY. Mr. Bromley is the Chairman of the Board of Trustees
and Chief Executive Officer and has been since the Company's IPO. Mr. Bromley
also served as President of the Company from the time of the Company's IPO until
December, 1995, when Mr. Rippel was named President and Chief Operating Officer
of the Company. Mr. Bromley joined the Company's Predecessor in 1982 and was
responsible for overseeing the development and lease-up of multifamily
properties in the Southeastern United States. Prior to joining the Company's
Predecessor, Mr. Bromley was chief financial officer for a large engineering
firm from 1976 to 1982, and assistant treasurer for the Amelia Island Company
from 1973 to 1976. Mr. Bromley received his master of business administration
degree from the University of North Carolina at Chapel Hill. He earned a
bachelor's degree in economics from Washington and Lee University. Mr. Bromley
is a former president of the Atlanta Apartment Association. He currently serves
on the board of directors of the National Multi-Housing Council, as well as the
Board of Advisors for The School of Commerce, Economics and Politics at
Washington and Lee University. He is 49 years old.

DAVID M. HOLLAND. Mr. Holland is a trustee of the Company. Mr. Holland
is a retired Senior Vice President and assistant to the chairman of the
board of DSC Communications Corporation, a communications equipment company
listed on the New York Stock Exchange, and most recently acquired by Alcatel, a
company based in France. He formerly served as Senior Vice President, Sales,
Marketing & Service, as well as Corporate Planning and Development for DSC
Communications Corporation. Prior to joining DSC Communications Corporation, Mr.
Holland held various positions, including executive vice president and chief
marketing officer at Sprint Communication Company, and executive positions at
Datapoint Corporation and Xerox Corporation. Mr. Holland received his bachelor's
degree in business from Michigan State University. He is 62 years old.

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Executive Officers Who Are Not Trustees

C. JORDAN CLARK. Since the IPO, Mr. Clark has served as Senior Vice
President and, since 1997, has served as Chief Investment Officer in charge of
the Company's development and acquisition efforts. Mr. Clark joined the
Company's Predecessor in 1986 as a development associate. Prior to joining the
Company's Predecessor, Mr. Clark was the curator of the 3M art collection in
Minnesota. Mr. Clark received his master of business administration from the
University of North Carolina at Chapel Hill. He also holds a master's degree in
art history from the University of Virginia and an undergraduate degree in
English from Davidson College. He is a member of the Multifamily Council of the
Urban Land Institute. He is 43 years old.

MARVIN R. BANKS, JR. Mr. Banks is Senior Vice President, Secretary and
Chief Financial Officer and has been since the Company's IPO. He is responsible
for all corporate financings, financial reporting and all accounting and tax
issues. Mr. Banks joined the Company's Predecessor in 1987 and, since 1990, was
the chief financial officer for certain divisions. Prior to joining the
Company's Predecessor, he was a CPA with Ernst & Young, where he specialized in
the financial services and construction industries. Mr. Banks is a graduate of
the University of Texas at Austin with a bachelor's degree in accounting and is
a member of the Urban Land Institute. He is 37 years old.

BOARD OF TRUSTEES AND COMMITTEES

The Company is managed by a seven member Board of Trustees, a majority
of whom are independent of the Company's management (the "Independent
Trustees"). The Company's Board of Trustees is divided into three classes, and
the members of each class of trustees serve for staggered three-year terms. The
Board is composed of two Class I Trustees (Messrs. Bromley and Holland), three
Class II Trustees (Messrs. McIntyre, Riddle and Wheeler) and two Class III
Trustees (Mr. Rippel and Ms. Martin). All of the Class II Trustees are up for
election at the Annual Meeting. The terms of the Class III and Class I Trustees
will expire upon the election and qualification of trustees at the annual
meetings of shareholders held following the fiscal years ending December 31,
1999 and 2000, respectively. At each annual meeting of shareholders, trustees
will be reelected or elected for a full term of three years to succeed those
trustees whose terms are expiring.

Gables GP, Inc. ("GGPI") is a wholly-owned subsidiary of the Company
and is the sole general partner of Gables Realty Limited Partnership, a Delaware
limited partnership and the entity through which the Company principally
conducts its business operations (the "Operating Partnership"). The Board of
Directors of GGPI and the Board of Trustees of the Company each have the same
members.

During 1998, the Board of Trustees met six times. Each trustee attended
at least 75% of the aggregate of the total number of meetings of the Board of
Trustees and meetings of the committees of the Board of Trustees of which he or
she was a member.

Audit Committee. The Board of Trustees has established an Audit
Committee consisting of Mr. McIntyre, as Chairperson, and Ms. Martin and Mr.
Riddle. The Audit Committee is responsible for making recommendations concerning
the engagement of independent public accountants, reviewing with the independent
public accountants the plans and results of the audit engagement, approving
professional services provided by the independent public accountants, reviewing
the independence of the independent public accountants, considering the range of
audit and non-audit fees and reviewing the adequacy of the Company's internal
accounting controls. During 1998, the Audit Committee met two times.

Compensation Committee. The Board of Trustees has also established a
Compensation Committee consisting of Mr. Holland, as Chairperson, and Messrs.
Riddle and McIntyre and Ms. Martin. The Compensation Committee exercises all
powers of the Board of Trustees in connection with the compensation of executive
officers of the Company, including incentive compensation and benefit plans. The
Compensation Committee also has authority to grant awards under the Fourth
Amended and Restated 1994 Share Option and Incentive Plan (the "1994 Share
Option Plan" or "Plan") and cash bonuses under the Company's Incentive
Compensation Plan. During 1998, the Compensation Committee met three times.

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Investment Committee. Each of the Board of Directors of GGPI and the
Board of Trustees of the Company has established an Investment Committee of its
respective Board currently consisting of Ms. Martin, as Chairperson, and Messrs.
Bromley, Rippel and Wheeler. In general, the Investment Committee of GGPI has
authority to cause GGPI, as general partner of the Operating Partnership, to
make investment decisions on behalf of the Operating Partnership, provided,
however, that the general subject matter of any such decision must have been
previously approved by the full Board of GGPI. The Investment Committee of the
Company has authority to enable the Company to guarantee indebtedness with
respect to duly approved transactions entered into or to be entered into by GGPI
and the Operating Partnership. During 1998, the Investment Committees of GGPI
and the Company met twelve times.

Nominating Committee. The Board of Trustees has also established a
Nominating Committee consisting of Mr. Bromley, as Chairperson, and Mr. McIntyre
and Ms. Martin. The Nominating Committee is primarily responsible for making
recommendations to the Board with respect to (i) the size, composition,
structure, functions, policies and practices of the Board and its committees;
(ii) the qualifications to be sought in the selection of persons to be
considered for election to the office of Trustee and each committee of the
Board; (iii) the procedures for identifying and recruiting qualified candidates
for election to the office of Trustee; (iv) the candidates for election to fill
vacancies in the office of Trustee and each committee of the Board; (v) the
slate of nominees for election to the office of Trustee at each annual meeting
of shareholders; and (vi) the evaluation of the Board's performance, of its
relationship with management and of individual trustees. During 1998, the
Nominating Committee met one time.

COMPENSATION OF TRUSTEES AND EXECUTIVE OFFICERS

Trustees. Trustees of the Company who are also employees receive no
additional compensation for their services as trustees. During 1998, each
Independent Trustee received for his or her service as a trustee (i) a quarterly
trustee's fee of $4,600; (ii) $1,200 per day for personal attendance at any
meetings of the full Board of Trustees; and (iii) $500 per day for personal
attendance at any committee meetings held on days on which no meetings of the
full Board of Trustees were held. During 1999, each Independent Trustee will
receive for his or her service as a trustee (i) a quarterly trustee's fee of
$5,000; (ii) $1,300 per day for personal attendance at any meetings of the full
Board of Trustees; and (iii) $500 per day for personal attendance at any
committee meetings held on days on which no meetings of the full Board of
Trustees were held. In addition, the Investment Committee chairperson will
receive $5,000 in 1999 and the other committee chairpersons will receive $2,500
in 1999. Independent Trustees may elect to waive part or all of such fees in
exchange for Common Share grants under the 1994 Share Option Plan, and each
Independent Trustee has elected to receive 50% of such fees in the form of
Common Share grants.

Under the 1994 Share Option Plan, following each annual meeting of
shareholders, each of the Company's Independent Trustees have automatically
received an option to purchase 5,000 Common Shares at the market price of the
Common Shares on the date of grant. Pursuant to this provision, following the
1998 Annual Meeting, each Independent Trustee was granted an option to purchase
5,000 Common Shares at $27.50 per share. All options granted to Independent
Trustees vest one year after the date of grant. In 1999, in lieu of receiving an
option to purchase 5,000 Common Shares, following the 1999 Annual Meeting each
Independent Trustee will receive (i) 250 unrestricted Common Shares and (ii) an
option to purchase 2,500 Common Shares at the market price on the date of grant.
All such options shall vest one year after the date of grant.

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8

Executive Officers. The following table sets forth the compensation
awarded to each of the five most highly compensated executive officers of the
Company whose total salary and bonus exceeded $100,000 during each of the fiscal
years ended December 31, 1998, 1997 and 1996.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION ----------------------------
-------------------- RESTRICTED ALL OTHER
SALARY BONUS SHARE AWARDS OPTIONS COMPENSATION (1)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- --------------------------- ---- -------- -------- ------------ ------- ------------

Marcus E. Bromley............ 1998 $246,250 $340,558 (2) $236,800 (3) 200,000 $6,074
Chairman of the Board of 1997 180,000 112,025 (4) 96,075 (5) 0 5,110
Trustees and Chief 1996 180,000 188,500 (6) 207,000 (7) 0 6,585
Executive Officer

John T. Rippel (8)........... 1998 218,750 289,939 (9) 205,691 (10) 150,000 6,903
President and Chief 1997 160,000 101,688 (11) 80,062 (12) 0 6,742
Operating Officer 1996 160,000 160,388 (13) 170,775 (14) 0 6,068

C. Jordan Clark.............. 1998 182,500 260,879 (15) 126,387 (16) 150,000 3,492
Senior Vice President and 1997 152,000 118,713 (17) 176,137 (18) 0 3,448
Chief Investment Officer 1996 152,000 137,625 (19) 155,250 (20) 0 4,750

Marvin R. Banks, Jr.......... 1998 176,250 242,784 (21) 184,976 (22) 100,000 6,301
Senior Vice President and 1997 152,000 81,688 (23) 80,062 (24) 0 5,938
Chief Financial Officer 1996 152,000 137,625 (25) 155,250 (26) 0 7,360

Chris D. Wheeler (27)........ 1998 142,500 199,100 (28) 117,015 (29) 156,300 643
Senior Vice President

--------------------------
[FN]
(1) 1998 amounts include the Company's matching contribution under its 401(k)
plan ($3,899 for Mr. Bromley, $3,488 for Mr. Rippel, $2,062 for Mr. Clark,
$3,691 for Mr. Banks and $643 for Mr. Wheeler) and the Company's cost of
life insurance for 1998 ($2,175 for Mr. Bromley, $3,415 for Mr. Rippel,
$1,430 for Mr. Clark and $2,610 for Mr. Banks).

(2) Amount consists of (i) $261,625 which was paid in cash in 1999, (ii) 1,000
unrestricted Common Shares ("Unrestricted Shares") awarded on April 1,
1998 under the 1994 Share Option Plan valued at $27.0625 per share and
(iii) 2,231 Unrestricted Shares awarded on February 9, 1999 under the 1994
Share Option Plan valued at $23.25 per share.

(3) Consists of (i) 3,000 restricted Common Shares ("Restricted Shares")
awarded on April 1, 1998 under the 1994 Share Option Plan valued at
$27.0625 per share, which vest in three equal annual installments
beginning on April 1, 1999 (the value of such Restricted Shares as of
December 31, 1998 was $69,563) and (ii) 6,693 Restricted Shares awarded on
February 9, 1999 under the 1994 Share Option Plan valued at $23.25 per
share, which vest in three equal annual installments beginning on January
1, 2000. Dividends are payable on all of these Restricted Shares.

(4) Amount consists of (i) $80,000 which was paid in cash in 1998 and (ii)
1,200 Unrestricted Shares awarded on February 12, 1998 under the 1994
Share Option Plan valued at $26.6875 per share.
</FN>

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9
[FN]
(5) Consists of 3,600 Restricted Shares awarded on February 12, 1998 under the
1994 Share Option Plan valued at $26.6875 per share. These Restricted
Shares vest in three equal annual installments beginning on January 1,
1999. The value of such Restricted Shares as of December 31, 1998 was
$83,475. Dividends are payable on these Restricted Shares.

(6) Amount consists of (i) $85,000 which was paid in cash in 1997 and (ii)
4,000 Unrestricted Shares awarded on February 21, 1997 under the 1994
Share Option Plan valued at $25.875 per share.

(7) Consists of 8,000 Restricted Shares awarded on February 21, 1997 under the
1994 Share Option Plan valued at $25.875 per share. These Restricted
Shares vest in two equal annual installments beginning on January 1, 1998.
The value of such Restricted Shares (both vested and unvested) as of
December 31, 1998 was $185,500. Dividends are payable on these Restricted
Shares.

(8) On March 18, 1999, Mr. Rippel announced his resignation as President and
Chief Operating Officer of the Company, effective in May, 1999.

(9) Amount consists of (i) $221,375 which was paid in cash in 1999, (ii) 1,000
Unrestricted Shares awarded on April 1, 1998 valued at $27.0625 per share
and (iii) 1,785 Unrestricted Shares awarded on February 9, 1999 valued at
$23.25 per share.

(10) Consists of (i) 3,000 Restricted Shares awarded on April 1, 1998 valued at
$27.0625 per share, which vest in three equal annual installments
beginning on April 1, 1999 (the value of such Restricted Shares as of
December 31, 1998 was $69,563) and (ii) 5,355 Restricted Shares awarded on
February 9, 1999 valued at $23.25 per share, which vest in three equal
annual installments beginning on January 1, 2000. Dividends are payable on
all of these Restricted Shares.

(11) Amount consists of (i) $75,000 which was paid in cash in 1998 and (ii)
1,000 Unrestricted Shares awarded on February 12, 1998 valued at
$26.6875 per share.

(12) Consists of 3,000 Restricted Shares awarded on February 12, 1998 valued at
$26.6875 per share. These Restricted Shares vest in three equal annual
installments beginning on January 1, 1999. Dividends are payable on these
Restricted Shares. The value of such Restricted Shares as of December 31,
1998 was $69,563.

(13) Amount consists of (i) $75,000 which was paid in cash in 1997 and (ii)
3,300 Unrestricted Shares awarded on February 21, 1997 valued at $25.875
per share.

(14) Consists of 6,600 Restricted Shares awarded on February 21, 1997 valued at
$25.875 per share. These Restricted Shares vest in two equal annual
installments beginning on January 1, 1998. The value of such Restricted
Shares (both vested and unvested) as of December 31, 1998 was $153,038.
Dividends are payable on these Restricted Shares.

(15) Amount consists of (i) $218,750 which was paid in cash in 1999 and (ii)
1,812 Unrestricted Shares awarded on February 9, 1999 valued at $23.25
per share.

(16) Consists of 5,436 Restricted Shares awarded on February 9, 1999 valued at
$23.25 per share. These Restricted Shares vest in three equal annual
installments beginning on January 1, 2000. Dividends are payable on these
Restricted Shares.

(17) Amount consists of (i) $60,000 which was paid in cash in 1998 and (ii)
2,200 Unrestricted Shares awarded on February 12, 1998 valued at $26.6875
per share.

(18) Consists of 6,600 Restricted Shares awarded on February 12, 1998 valued at
$26.6875 per share. These Restricted Shares vest in three equal annual
installments beginning on January 1, 1999. Dividends are payable on these
Restricted Shares. The value of such Restricted Shares as of December 31,
1998 was $153,038.

</FN>

7
10
[FN]
(19) Amount consists of (i) $60,000 which was paid in cash in 1997 and (ii)
3,000 Unrestricted Shares awarded on February 21, 1997 valued at $25.875
per share.

(20) Consists of 6,000 Restricted Shares awarded on February 21, 1997 valued at
$25.875 per share. These Restricted Shares vest in two equal annual
installments beginning on January 1, 1998. The value of such Restricted
Shares (both vested and unvested) as of December 31, 1998 was $139,125.
Dividends are payable on these Restricted Shares.

(21) Amount consists of (i) $181,125 which was paid in cash in 1999, (ii) 1,000
Unrestricted Shares awarded on April 1, 1998 valued at $27.0625 per share
and (iii) 1,488 Unrestricted Shares awarded on February 9, 1999 valued at
$23.25 per share.

(22) Consists of (i) 3,000 Restricted Shares awarded on April 1, 1998 valued at
$27.0625 per share, which vest in three equal annual installments
beginning on April 1, 1999 (the value of such Restricted Shares as of
December 31, 1998 was $69,563) and (ii) 4,464 Restricted Shares awarded on
February 9, 1999 valued at $23.25 per share, which vest in three equal
annual installments beginning on January 1, 2000. Dividends are payable on
all of these Restricted Shares.

(23) Amount consists of (i) $55,000 which was paid in cash in 1998 and (ii)
1,000 Unrestricted Shares awarded on February 12, 1998 valued at $26.6875
per share.

(24) Consists of 3,000 Restricted Shares awarded on February 12, 1998 valued at
$26.6875 per share. These Restricted Shares vest in three equal annual
installments beginning on January 1, 1999. Dividends are payable on these
Restricted Shares. The value of such Restricted Shares as of December 31,
1998 was $69,563.

(25) Amount consists of (i) $60,000 which was paid in cash in 1997 and (ii)
3,000 Unrestricted Shares awarded on February 21, 1997 valued at $25.875
per share.

(26) Consists of 6,000 Restricted Shares awarded on February 21, 1997 valued at
$25.875 per share. These Restricted Shares vest in two equal annual
installments beginning on January 1, 1998. The value of such Restricted
Shares (both vested and unvested) as of December 31, 1998 was $139,125.
Dividends are payable on these Restricted Shares.

(27) Mr. Wheeler was hired as Senior Vice President effective April 1, 1998.
Accordingly, there is no compensation information provided for periods
prior to such date.

(28) Amount consists of (i) $140,615 which was paid in cash in 1999 and (ii)
2,666 Unrestricted Shares awarded on April 1, 1999 valued at $21.9375 per
share.

(29) Consists of 5,334 Restricted Shares awarded on April 1, 1999 valued at
$21.9375 per share. These Restricted Shares vest in two equal annual
installments beginning on April 1, 2000. Dividends are payable on these
Restricted Shares.
</FN>

8
11

Option Grants. The following table sets forth information with respect
to options granted during 1998 to the Company's Chief Executive Officer and the
four other most highly compensated executive officers.

OPTION GRANTS IN FISCAL YEAR 1998

INDIVIDUAL GRANTS
---------------------------------------------------------- POTENTIAL
NUMBER OF PERCENT OF REALIZABLE VALUE AT
SHARES TOTAL OPTIONS ASSUMED ANNUAL
UNDERLYING GRANTED TO RATE OF SHARE
OPTIONS EMPLOYEES EXERCISE OR PRICE APPRECIATION
GRANTED IN FISCAL BASE PRICE EXPIRATION FOR OPTION
NAME (#) YEAR ($/SH) DATE TERM (3)
- --------------------- --- ---- ---------- ---------- -----------------------
5% ($) 10% ($)
-------- --------

Marcus E. Bromley...... 200,000 (1) 16.0% $ 26.750 (3) October 1, 2008 $3,365,000 $8,526,000
John T. Rippel......... 150,000 (1) 12.0% 26.750 (3) October 1, 2008 2,523,000 6,395,000
C. Jordan Clark........ 150,000 (1) 12.0% 26.750 (3) October 1, 2008 2,523,000 6,395,000
Marvin R. Banks, Jr.... 100,000 (1) 8.0% 26.750 (3) October 1, 2008 1,682,000 4,263,000
Chris D. Wheeler....... 150,000 (1) 12.0% 26.750 (3) October 1, 2008 2,523,000 6,395,000
Chris D. Wheeler....... 6,300 (2) 0.5% 27.625 (4) April 1, 2008 109,000 277,000

- --------------------
[FN]
(1) These options vest upon the earlier to occur of (i) January 1, 2003 or
(ii) the first date upon which the Company's Common Shares close at $40.00
per share.
(2) These options vest in three equal installments on the first, second and
third anniversaries of the April 1, 1998 date of grant.
(3) The exercise price was based on the average of the closing prices of the
Company's Common Shares for the five trading days ending on September 30,
1998.
(4) The exercise price was based on the price of the equity used in the
Company's acquisition of Trammell Crow Residential's South Florida
operations.
(5) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based upon assumed rates of share price appreciation set by the
Securities and Exchange Commission of five percent and ten percent
compounded annually from the date the respective options were granted.
Actual gains, if any, are dependent on the performance of the Common
Shares. There can be no assurance that the amounts reflected will be
achieved.
</FN>

Option Exercises and Year-End Holdings. The following table sets
forth the aggregate number of options exercised in 1998 and the value of options
held at the end of 1998 by the Company's Chief Executive Officer and the four
other most highly compensated executive officers.

AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1998 AND
FISCAL YEAR-END 1998 OPTION VALUES

NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FISCAL AT FISCAL
YEAR-END(#) YEAR-END($)
SHARES -------------- -------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ----------- -------------- -------------

Marcus E. Bromley................... 13,332 $ 8,000 (1) 53,668/200,000 $79,000/N/A
John T. Rippel...................... 0 0 62,000/150,000 74,000/N/A
C. Jordan Clark..................... 0 0 47,900/150,000 65,000/N/A
Marvin R. Banks, Jr................. 13,332 $72,000 (1) 29,868/100,000 52,000/N/A
Chris D. Wheeler.................... 0 0 0/156,300 0/N/A

- --------------------------
[FN]
(1) Represented an exercise of 13,332 incentive stock options. The shares
acquired upon exercise were held.
</FN>

9
12

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements (each an
"Employment Agreement") with each of Messrs. Bromley, Rippel, Clark, Banks
and Wheeler (the "Executive Officers"). The Employment Agreements will
continue in effect through January 1, 2000 for Messrs. Bromley, Rippel, Clark
and Banks and through September 30, 1999 for Mr. Wheeler. Such Employment
Agreements automatically renew for additional one year terms unless a notice
to the contrary effect is given by either party. Pursuant to their Employment
Agreements, Mr. Bromley is serving as Chairman of the Board of Trustees and
Chief Executive Officer of the Company, Mr. Rippel is serving as President
and Chief Operating Officer of the Company, Mr. Clark is serving as Senior
Vice President and Chief Investment Officer of the Company, Mr. Banks is
serving as Senior Vice President and Chief Financial Officer of the Company
and Mr. Wheeler is serving as Senior Vice President of the Company. Base
salaries for 1998 through September 30, 1998 were as follows: $220,000 for
Mr. Bromley, $200,000 for Mr. Rippel and $160,000 for each of Messrs. Clark,
Banks and Wheeler. The Board of Trustees increased base salaries effective
October 1, 1998 to the following amounts: $325,000 for Mr. Bromley, $275,000
for Mr. Rippel, $250,000 for each of Messrs. Clark and Wheeler and $225,000
for Mr. Banks. Each Employment Agreement provides for an annual review of
base salary. In addition, the Compensation Committee of the Board may provide
for additional compensation as a bonus should it determine that such
compensation is appropriate in its discretion based on merit, the Company's
financial performance and other criteria. See "Incentive Compensation Plan"
for a more detailed description of bonus compensation. Pursuant to their
Employment Agreements, the Company is, in general, required to purchase
policies of life insurance for the benefit of each of the Executive Officers
in the amount of $1,000,000 per policy. The related annual premium cost of
the life insurance policies was $9,630 in total for 1998. The Company
maintains a comprehensive medical plan for the benefit of the Executive
Officers and that of their immediate families and pays or reimburses each of
the Executive Officers for the cost of disability insurance and provides them
with a car allowance currently equal to approximately $570 per month. Each of
the Executive Officers has agreed to devote substantially all of their
working time to the business of the Company. Pursuant to their Employment
Agreements, the Company has also agreed to indemnify each of the Executive
Officers to the full extent permitted by law and subject to the Company's
Declaration of Trust and Bylaws with respect to any actions commenced against
such executive officer in his capacity as an officer or trustee or former
officer or trustee of the Company, or any affiliate thereof for which he may
serve in such capacity, and to advance any expenses incurred by such
executive officers and trustees in defending such actions.

If the employment of an Executive Officer is terminated during the year
(i) by the Company without "good reason" (as defined in the relevant Employment
Agreement), (ii) within six (6) months following a "change of control" (as
defined in the relevant Employment Agreement) or (iii) upon the occurrence of
certain other events, the terminated employee will be entitled (a) to
immediately vest in any outstanding share options and grants of Restricted
Shares and (b) to receive a severance payment (the "Severance Amount") equal to
his base salary and the higher of (x) his bonus for the preceding year or (y)
any approved bonus for any period that has closed prior to the date of
termination but has not yet been paid. Upon the termination of the employment of
an Executive Officer by reason of death, his estate will be entitled to receive
a payment equal to the Severance Amount, except that the amount of such benefit
shall be zero if the proceeds of life insurance payable in connection with the
Employment Agreement equal or exceed $1,000,000. The Employment Agreements
provide that if an Executive Officer is terminated for "good reason" or
voluntarily terminates his employment (other than termination which occurs
within six (6) months following a "change of control"), no Severance Amount will
be payable and such individual will not, without the prior written consent of
the Board of Trustees, directly or indirectly, compete with the Company with
respect to any multifamily apartment residential real estate property
development, construction, acquisition or management activities then undertaken
or being considered by the Company for a period of twelve months following the
termination of employment with the Company.

During the term of the Employment Agreement and for a period of twelve
months following the termination of employment (other than termination which
occurs within six (6) months following a "change of control"), the Executive
Officer will not, directly or indirectly, (i) solicit or induce any present or
future employee of the Company to accept employment with the Executive Officer
or any person or entity associated with the Executive Officer, (ii) employ, or
cause any person or entity associated with the Executive Officer to employ, any
present or future employee of the Company without providing the Company with
prior written notice of such proposed employment or (iii) either for himself or
for any other person or entity, compete for or solicit the third party owners
with whom the Company has an existing property management agreement.

10
13

SHARE PERFORMANCE GRAPH

The following graph provides a comparison of cumulative total
shareholder return for the period from January 19, 1994 (the date on which the
Common Shares were first publicly traded) through December 31, 1998, among the
Company, the Standard & Poor's ("S&P") 500 Index and the National Association of
Real Estate Investment Trusts, Inc. ("NAREIT") Equity Residential REIT Total
Return Index (the "Equity Residential REIT Index"), an industry index of 30
equity residential REITs (including the Company). The Share Performance Graph
assumes an investment of $100 in each of the Company and the two indexes, and
the reinvestment of any dividends. Equity Residential REITs are defined as those
with 75% or more of their gross invested book value of assets invested directly
or indirectly in the equity ownership of residential real estate. Upon written
request, the Company will provide any shareholder with a list of the REITs
included in the Equity Residential REIT Index. The historical information set
forth below is not necessarily indicative of future performance. Data for the
S&P 500 Index and the Equity Residential REIT Index were provided to the Company
by NAREIT.

[CHART]

- ----------------------------------------------------------------------------------------------------------------------------
Jan. 94 Mar. 94 Jun. 94 Sep. 94 Dec. 94 Mar. 95 Jun. 95 Sep. 95 Dec. 95 Mar. 96

- ----------------------------------------------------------------------------------------------------------------------------

Equity Residential REIT $100.00 $100.55 $100.59 $ 98.82 $101.18 $ 95.38 $101.11 $106.54 $113.32 $117.59

S&P 500 $100.00 $ 93.07 $ 93.45 $ 98.05 $ 98.02 $107.57 $117.77 $127.14 $134.71 $141.94

Gables Residential Trust $100.00 $105.00 $107.53 $104.54 $100.86 $ 89.27 $100.67 $112.75 $117.18 $125.50
- ----------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------
Jun. 96 Sep. 96 Dec. 96 Mar. 97 Jun. 97 Sep. 97 Dec. 97 Mar. 98 Jun. 98 Sep.98 Dec. 98

- ----------------------------------------------------------------------------------------------------------------------------

Equity Residential REIT $120.44 $125.94 $146.70 $148.04 $155.55 $169.86 $170.63 $170.40 $166.31 $158.65 $156.79

S&P 500 $148.31 $152.90 $165.64 $170.08 $199.78 $214.75 $220.92 $251.73 $260.06 $234.18 $284.05

Gables Residential Trust $125.38 $132.71 $161.08 $144.24 $145.66 $159.33 $168.32 $168.71 $171.42 $172.67 $152.62
- ----------------------------------------------------------------------------------------------------------------------------

1994 SHARE OPTION PLAN AND INCENTIVE COMPENSATION PLAN

The Company adopted the 1994 Share Option Plan to provide incentives to
officers, employees and non-employee trustees. The Plan provides for the grant
of options to purchase a specified number of Common Shares or the grant of
Restricted Shares or Unrestricted Shares. The total number of options and Common
Shares that may be issued under the Plan is currently limited to 9% of the sum
of (i) the total number of Common Shares outstanding at the time of any grant
under the 1994 Share Option Plan and (ii) the total number of Common Shares
issuable upon the exchange of common units of limited partnership ("Units") in
the Operating Partnership that are outstanding at any such time (other than
Units held by the Company or its subsidiaries).

Each year, the Company establishes an incentive compensation plan (the
"Incentive Compensation Plan") for certain executive officers of the Company.
This plan provides for the maximum bonus officers may receive if certain Company
and business unit performance objectives established for each individual are
achieved. The bonus paid to each officer is based upon (i) improvement in Funds
from Operations, computed on a per share basis, and (ii) an evaluation of

11
14

individual performance based on specific qualitative criteria. The weight given
to such factors varies depending on the officer's functional and Company-wide
responsibilities.

COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
INTRODUCTION

The Company's executive compensation program is intended to attract,
retain and reward experienced, highly motivated executives who contribute to the
Company's growth. The Compensation Committee of the Board of Trustees is
currently composed of all four Independent Trustees. The Compensation Committee
is responsible for setting base salaries for executive officers, administering
the Incentive Compensation Plan and determining awards to executive officers
under the Company's 1994 Share Option Plan. In addition to administering
executive compensation, the Compensation Committee also administers the
Company's 1994 Share Option Plan, reviews and makes recommendations regarding
benefit plans and reviews from time to time succession planning for senior
management.

COMPENSATION COMMITTEE PROCEDURES DURING 1998

The Compensation Committee believes that at present the Company will be
best served if:

- Executive base salaries are kept at amounts
approximating the median levels prevailing within the
industry.

- A part of each executive officer's compensation is
contingent on the award of a cash bonus following a
year-end review, which bonus will be based on growth
of the Company's Funds from Operations and on the
executive's performance of direct functional
responsibilities as well as Company-wide
responsibilities.

- Executive officers are given significant equity-based
awards as an incentive both to perform effectively
and to remain with the Company.

- The combination of base salary, annual cash bonus and
equity-based awards is targeted to provide the
executive officers with compensation that is at or
approximates the median level for the industry if the
Company performs at a level of performance that is
targeted each year by the Compensation Committee and
at a higher level than the median industry level if
the Company's performance exceeds such target.

The Compensation Committee believes that at present this arrangement
will serve to motivate the Company's executive officers and to align the
incentives of the executive officers with the interest of the Company's
shareholders in long-term growth of Funds from Operations and increases in share
value.

BASE SALARY

As noted above, the Compensation Committee believes that the Company
would be best served if executive base salaries are kept at amounts
approximating the median level prevailing within the industry. In September,
1998, the Compensation Committee, in it efforts to ensure the foregoing and
maintain a competitive compensation structure, conducted a review of the
compensation structure of other real estate investment trusts within the
Company's industry, and compared them with the Company's existing compensation
structure. Based on that review, the Company's historical growth and financial
performance, and each executive officer's performance, tenure with the Company
and its Predecessor, and industry experience, the Compensation Committee
determined to increase base salaries for executive officers from their previous
levels. Accordingly, effective October 1, 1998, base salaries were increased to
the following amounts: $325,000 for Mr. Bromley, $275,000 for Mr. Rippel,
$250,000 for each of Messrs. Clark and Wheeler and $225,000 for Mr. Banks. Such
salaries will remain in effect throughout 1999. Each executive officer has
entered into an employment agreement with the Company. See "Compensation of
Trustees and Executive Officers -- Employment Agreements." While such employment
agreements automatically renew for additional one year terms unless a notice to
the contrary effect is given by either party, the employment agreements do not
provide for annual automatic increases in base salary.

12
15

BONUSES

The Committee previously established an Incentive Compensation Plan
that outlined the criteria by which cash bonuses for service in 1998 would be
determined. The Incentive Compensation Plan provided that each executive officer
could achieve a cash bonus based on the achievement of a targeted rate of growth
in the Company's Funds from Operations and the Committee's subjective evaluation
of such executive officer's individual performance as judged against specific
goals based on business function and Company-wide responsibilities.

In 1999, the Compensation Committee applied the criteria it had
established in the 1998 Incentive Compensation Plan by (i) evaluating the growth
in the Company's Funds from Operations, and (ii) evaluating each executive
officer's performance against the criteria established for his position. Based
on such evaluation, the Committee awarded the bonuses described in "Compensation
of Trustees and Executive Officers -- Summary Compensation Table."

The Compensation Committee has established the terms of the 1999
Incentive Compensation Plan. The 1999 Incentive Compensation Plan provides that
executive officers will be eligible to receive a cash bonus which is targeted to
be approximately 50% of base salary if targeted financial performance is
achieved, but which can be as much as 100% of base salary if financial
performance significantly exceeds this target. For each executive officer, a
portion of such bonus (determined in advance by the Committee) will be
determined by the achievement of a Funds from Operations target and the
remaining portion by an evaluation of performance within the officer's business
unit or function. Each officer's evaluation will be made against specific
criteria that the Committee will develop with the aid, where appropriate, of the
Chief Executive Officer.

EQUITY-BASED AWARDS

The Committee continues to believe that the possibility to earn grants
of Common Shares under the 1994 Share Option Plan will be a motivating award and
an effective tool for retaining experienced and talented executives. Last year,
the Committee announced its intention to award Common Shares following the end
of 1998 if the growth of the Company's Funds from Operations warranted, in the
opinion of the Committee, such awards. Based on the Company achieving Funds from
Operations growth in excess of the target set by the Committee, the Committee
awarded 29,264 Common Shares to executive officers (not including Common Shares
awarded in connection with the South Florida Transaction, as discussed below).
One-fourth of each award consisted of Unrestricted Shares and three-fourths
consisted of Restricted Shares that vest in three equal annual installments
beginning on January 1, 2000. As stated above, the Committee believes the grant
of the Unrestricted Shares and the benefit from the vesting of the Restricted
Shares will motivate officers and promote the retention of executives.

In connection with its September, 1998 review of the Company's total
compensation structure, the Compensation Committee granted to its executive
officers, effective October 1, 1998, options to purchase an aggregate of 750,000
Common Shares with an exercise price of $26.75 per share, which is an average of
the closing prices of the Common Shares for the preceding five trading days.
These options vest upon the earlier to occur of (i) January 1, 2003 or (ii) the
first date upon which the Common Shares close at $40.00 per share or higher. As
with grants of Common Shares, the Company believes that grants of stock options
with time and performance-based vesting schedules will motivate officers and
promote the retention of executives.

COMPENSATION OF CHIEF EXECUTIVE OFFICER

In determining the compensation of the chief executive officer, the
Compensation Committee applies the same philosophy and procedures as are applied
to other executive officers. In connection with its September, 1998 review of
the Company's total compensation structure, the Committee compared Mr. Bromley's
compensation structure with that of other chief executive officers within the
Company's industry. Based on that review, the Company's historical growth and
financial performance, and Mr. Bromley's performance, tenure with the Company
and its Predecessor, and industry experience, the Committee decided to raise
executive officer base salaries. Accordingly, effective October 1, 1998, Mr.
Bromley's base salary was increased to $325,000.

13
16

In accordance with the cash incentive criteria established in the 1998
Incentive Compensation Plan described above, the Committee awarded Mr. Bromley a
cash bonus of $261,625 in respect of Company-wide and individual performance
during 1998. On February 9, 1999, Mr. Bromley was granted 2,231 Unrestricted
Shares and 6,693 Restricted Shares which vest in three equal annual installments
beginning on January 1, 2000 (subject, in general, to continued service by Mr.
Bromley with the Company and other terms and conditions set forth in a
Restricted Share Agreement). On October 1, 1998, Mr. Bromley was granted options
to purchase 200,000 Common Shares with an exercise price of $26.75 per share,
which is the average of the closing prices of the Common Shares for the
preceding five trading days.

SOUTH FLORIDA TRANSACTION

In connection with the Company's 1998 acquisition of the business and
properties of Trammell Crow Residential's South Florida operations, which was
consummated on April 1, 1998 (the "South Florida Transaction"), the Compensation
Committee granted each of Messrs. Bromley, Rippel and Banks 4,000 Common Shares
on such date. One-fourth of each award consisted of Unrestricted Shares and
three-fourths consisted of Restricted Shares that vest in three equal
installments beginning on April 1, 1999. The Compensation Committee granted such
awards due to the size and difficulty of completing the South Florida
Transaction and its importance to the Company.

Additionally, Mr. Wheeler, who joined the Company in connection with
the South Florida Transaction, received options to purchase 6,300 Common Shares
on April 1, 1998 at an exercise price of $27.625 per share. These options vest
in three equal annual installments beginning on April 1, 1999. Pursuant to his
employment agreement, Mr. Wheeler received 8,000 Common Shares on April 1, 1999.
One-third of such award consisted of Unrestricted Shares and two-thirds
consisted of Restricted Shares that vest in two equal annual installments
beginning on April 1, 2000.

OTHER

The Securities and Exchange Commission (the "SEC") requires that this
report comment upon the Company's policy with respect to Section 162(m) of the
Internal Revenue Code, which limits the deductibility on the Company's tax
return of compensation over $1 million to any of the named executive officers of
the Company unless the compensation is paid pursuant to a plan which is
performance-related, non-discretionary and has been approved by the Company's
shareholders. The Company did not pay any compensation during 1998 that would be
subject to Section 162(m). The Company believes that, because it qualifies as a
REIT under the Internal Revenue Code and therefore is not subject to Federal
income taxes on its income to the extent distributed, the payment of
compensation that does not satisfy the requirements of Section 162(m) will not
generally affect the Company's net income, although to the extent that
compensation does not qualify for deduction under Section 162(m) a larger
portion of shareholder distributions may be subject to Federal income taxation
as dividend income rather than return of capital. The Company does not believe
that Section 162(m) will materially affect the taxability of shareholder
distributions, although no assurance can be given in this regard due to the
variety of factors that affect the tax position of each shareholder. For these
reasons, the Compensation Committee's compensation policy and practices are not
directly governed by Section 162(m).

David M. Holland
Lauralee E. Martin
John W. McIntyre
D. Raymond Riddle

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of Messrs. Holland, McIntyre and
Riddle and Ms. Martin. None of them has served as an officer of the Company or
has any other business relationship or affiliation with the Company, except his
or her service as a trustee.

14
17

PRINCIPAL AND MANAGEMENT SHAREHOLDERS

The following table sets forth the beneficial ownership of Common
Shares as of February 28, 1999 (unless otherwise noted) for (i) trustees and
executive officers of the Company, (ii) each person who beneficially owns more
than 5% of the outstanding Common Shares of the Company and (iii) the trustees
(including Independent Trustees) and executive officers of the Company as a
group. Unless otherwise indicated in the footnotes, all of such interests are
owned directly, and the indicated person or entity has sole voting and
investment power. The number of shares represents the number of Common Shares
and Units held by the person. Each Unit may be presented to the Operating
Partnership for redemption at a cash price equal to the market value of one
Common Share, except that the Company may acquire any Unit so presented for such
cash price or for one Common Share. The Company has publicly disclosed its
intention to acquire Units presented for redemption for Common Shares. The
extent to which the persons hold Common Shares as opposed to Units is set forth
in the footnotes. As discussed above under "Compensation of Trustees and
Executive Officers," following the 1999 Annual Meeting each Independent Trustee
will be granted (i) 250 unrestricted Common Shares and (ii) an option to
purchase 2,500 Common Shares at an exercise price equal to the fair market value
of a Common Share on the date of grant; such grant is not reflected in the
information set forth below.

NUMBER OF
NAME AND BUSINESS ADDRESS SHARES AND UNITS PERCENT OF PERCENT OF
OF BENEFICIAL OWNERS BENEFICIALLY OWNED ALL SHARES(1) ALL SHARES AND UNITS(2)
------------------------- ------------------ ------------- -----------------------

TRUSTEES AND EXECUTIVE OFFICERS
Marcus E. Bromley(3)..................... 351,816 1.3% 1.1%
John T. Rippel(4)........................ 430,347 1.6% 1.3%
C. Jordan Clark(5)....................... 195,866 * *
Marvin R. Banks, Jr.(6).................. 117,865 * *
Chris D. Wheeler (7)..................... 456,271 1.7% 1.4%
David M. Holland(8)...................... 20,541 * *
Lauralee E. Martin(9).................... 20,816 * *
John W. McIntyre(10)..................... 21,849 * *
D. Raymond Riddle (11)................... 1,230 * *
2859 Paces Ferry Road,
Overlook III, Suite 1450
Atlanta, Georgia 30339
All trustees and executive officers as a
group (9 persons)...................... 1,616,601 5.9% 4.9%

5% HOLDERS

Stichting Pensioenfonds ABP (12)......... 1,435,000 5.4% 4.4%
Oude Lindestraat 70; post bus
2889, 6401 DL Heerlen,
The Netherlands

Ohio PERS (13)........................... 1,500,000 5.7% 4.6%
277 East Town Street
Columbus, Ohio 43215

LaSalle Advisors Capital Management, Inc.
and ABKB/LaSalle Securities Limited
Partnership (14)......................... 2,203,800 8.4% 6.7%
200 East Randolph Drive
Chicago, Illinois 60601

[FN]
- ----------------
* Less than 1%
</FN>

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18
[FN]
(1) Assumes that all Units held by the person are presented to the Operating
Partnership for redemption and acquired by the Company for Common Shares.
The total number of shares outstanding used in calculating this percentage
assumes that none of the Units held by other persons are presented to the
Operating Partnership for redemption and acquired by the Company for
Common Shares.

(2) Assumes that all Units held by the person are presented to the Operating
Partnership for redemption and acquired by the Company for Common Shares.
In addition, the total number of shares used in calculating this
percentage assumes that all of the Units outstanding held by all persons
other than the Company are presented to the Operating Partnership for
redemption and acquired by the Company for Common Shares.

(3) The indicated ownership includes 93,238 Common Shares (including 12,093
Restricted Shares), 155,009 Units, options to purchase 53,668 Common
Shares which are currently exercisable or exercisable within 60 days of
February 28, 1999 and 49,901 Common Shares owned by Mr. Bromley's minor
children, with respect to which Common Shares Mr. Bromley disclaims
beneficial ownership. The indicated ownership does not include 3,415
shares donated by Mr. Bromley to the Metropolitan Atlanta Community
Foundation, Inc. in which Common Shares Mr. Bromley does not have a
pecuniary interest.

(4) The indicated ownership includes 120,933 Common Shares (including 10,355
Restricted Shares), 247,414 Units and options to purchase 62,000 Common
Shares which are currently exercisable or exercisable within 60 days of
February 28, 1999.

(5) The indicated ownership includes 32,936 Common Shares (including 9,836
Restricted Shares), 105,165 Units, options to purchase 47,900 Common
Shares which are currently exercisable or exercisable within 60 days of
February 28, 1999, 4,714 Common Shares owned by Mr. Clark's minor
children, with respect to which Common Shares Mr. Clark disclaims
beneficial ownership and 5,151 Common Shares owned by Mr. Clark's spouse,
with respect to which Common Shares Mr. Clark disclaims beneficial
ownership.

(6) The indicated ownership includes 45,330 Common Shares (including 9,464
Restricted Shares), 42,667 Units and options to purchase 29,868 Common
Shares which are currently exercisable or exercisable within 60 days of
February 28, 1999.

(7) The indicated ownership includes 454,171 Units and options to purchase
2,100 Common Shares which are exercisable within 60 days of February 28,
1999.

(8) The indicated ownership includes 2,341 Common Shares, options to purchase
18,000 Common Shares which are currently exercisable or exercisable within
60 days of February 28, 1999 and 200 Common Shares owned by Mr. Holland's
spouse, with respect to which Common Shares Mr. Holland disclaims
beneficial ownership.

(9) The indicated ownership includes 816 Common Shares, 2,000 Common Shares
held in Ms. Martin's IRA rollover account and options to purchase 18,000
Common Shares which are currently exercisable or exercisable within 60
days of February 28, 1999.

(10) The indicated ownership includes 3,849 Common Shares and options to
purchase 18,000 Common Shares which are currently exercisable or
exercisable within 60 days of February 28, 1999.

(11) The indicated ownership includes 1,230 Common Shares.

(12) The indicated ownership is as of September 26, 1996 and is based solely on
a Schedule 13D provided by this entity to the Company. The Schedule 13D
indicates that this entity has sole voting and dispositive power with
respect to all of the shares reported.

(13) The indicated ownership is as of December 31, 1998 and is based solely on
a Schedule 13G provided by this entity to the Company. The Schedule 13G
indicates that this entity has sole voting and dispositive power with
respect to all of the shares reported.
</FN>

16
19
[FN]
(14) The indicated ownership is as of December 31, 1998 and is based solely on
a Schedule 13G provided by these entities to the Company. The Schedule 13G
indicates that these shares are beneficially owned as a group by LaSalle
Advisors Capital Management, Inc. ("LaSalle") and ABKB/LaSalle Securities
Limited Partnership ("ABKB/LaSalle"), a limited partnership controlled by
LaSalle. According to the Schedule 13G, (i) LaSalle beneficially owns
1,111,100 shares (excluding ABKB/LaSalle's shares), which include 370,300
shares over which it has shared voting power and 1,111,100 shares over
which is has shared dispositive power, and (ii) ABKB/LaSalle beneficially
owns 1,092,700 shares (excluding LaSalle's shares), which include 518,500
shares over which it has sole voting and dispositive power and 574,200
shares over which it has shared voting and dispositive power.
</FN>

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers and trustees, and
persons who own more than 10% of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the SEC
and the NYSE. Officers, trustees and greater than 10% shareholders are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 1998, all
Section 16(a) filing requirements applicable to its executive officers, trustees
and greater than 10% beneficial owners were satisfied, except that Mr. McIntyre
inadvertently failed to file a Form 4 Statement of Changes in Beneficial
Ownership of Securities, relating to the purchase of 2,000 Common Shares, on a
timely basis.

OTHER MATTERS

INDEPENDENT AUDITORS

The accounting firm of Arthur Andersen LLP has served as the Company's
independent auditors since the Company's formation in October, 1993. A
representative of Arthur Andersen LLP will be present at the Annual Meeting,
will be given the opportunity to make a statement if he so desires and will be
available to respond to appropriate questions.

EXPENSES OF SOLICITATION

The cost of solicitation of proxies will be borne by the Company. In an
effort to have as large a representation at the meeting as possible, special
solicitation of proxies may, in certain instances, be made personally or by
telephone, telegraph or mail by one or more employees of the Company. The
Company also may reimburse brokers, banks, nominees and other fiduciaries for
postage and reasonable clerical expenses of forwarding the proxy material to
their principals who are beneficial owners of the Company's Common Shares.

SHAREHOLDER PROPOSALS

Any shareholder proposals submitted pursuant to Exchange Act Rule 14a-8
and intended to be presented at the Company's 2000 Annual Meeting must be
received in writing at the principal executive office of the Company on or
before December 14, 1999 to be eligible for inclusion in the proxy statement and
form of proxy to be distributed by the Board of Trustees in connection with such
meeting.

Any shareholder proposals intended to be presented at the Company's
2000 Annual Meeting, other than a shareholder proposal submitted pursuant to
Exchange Act Rule 14a-8, must be received in writing at the principal executive
office of the Company no later than March 11, 2000, nor prior to November 27,
1999, together with all supporting documentation required by the Company's
Bylaws. Proxies solicited by the Board of Trustees will confer discretionary
voting authority with respect to these proposals, subject to SEC rules governing
the exercise of this authority.

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20

OTHER MATTERS

The Board of Trustees does not know of any matters other than those
described in this Proxy Statement which will be presented for action at the
Annual Meeting. If other matters are presented, proxies will be voted in
accordance with the best judgment of the proxy holders.

REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT TO THE
COMPANY. PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
TODAY.

18
21
PROXY

GABLES RESIDENTIAL TRUST

2859 PACES FERRY ROAD, OVERLOOK III, SUITE 1450, ATLANTA, GA 30339
PROXY FOR COMMON SHARES
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Marcus E. Bromley and Marvin R. Banks,
Jr., and each of them proxies with full power of substitution to vote for and on
behalf of the undersigned at the Annual Meeting of Shareholders of Gables
Residential Trust, to be held at the Vinings Club located in the office building
of the Company's headquarters at 2859 Paces Ferry Road, Atlanta, Georgia 30339
on Tuesday May 25, 1999 at 9:00 a.m., and at any adjournments thereof. The
undersigned hereby revokes any proxy previously given in connection with such
meeting and acknowledges receipt of the Notice of Annual Meeting of Shareholders
and Proxy Statement and the 1998 Annual Report to Shareholders.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

Please mark
[X] votes as in
this example.

This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no instruction is indicated with respect to
Item 1 below, the undersigned's votes will be cast in favor of such matter.
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

1. To elect three Class II Trustees to hold office until the 2002 2. To consider and act upon any matters incidental to the
Annual Meeting of Shareholders and until their successors are foregoing or any other matters which may properly come
duly elected and qualified. before the meeting or any adjournments thereof.

Class II Nominees: John W. McIntyre, D. Raymond Riddle
and Chris D. Wheeler

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ]
-----------------------------------------------------
For all nominees except as noted above

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

For joint accounts each owner should sign. Executors,
administrators, trustees, corporate officers and
others acting in a representative capacity should
give full title or authority.